AIFU Inc (NASDAQ: AIFU) outlines Nova Lumina acquisition using shares and cash

Rhea-AI Filing Summary

AIFU Inc. filed an amended current report to correct a clerical error and restate the description of its agreement to acquire 100% of Nova Lumina Limited. The restated disclosure confirms consideration of 102,578,839 Class A ordinary shares and a cash payment of US$22.0 million, based on a purchase price of US$1.0 per share.

Of these shares, 96,526,648 will be issued to YS Management Company Limited and 6,052,191 to Ethereal Group Ltd, with YS Management’s shares subject to a five-year lock-up. After a planned issuance of 5,000,000 Class B ordinary shares and the closing expected in January 2026, YS Management is expected to hold about 78.2% of total shares and 11.2% of voting power, while Ethereal would hold 4.9% of shares and 0.7% of voting power. Nova owns roughly 4,000 metric tons of dark tea inventory, which AIFU states is intended to position it in the health and wellness consumer sector.

Insights

Equity and M&A analyst

AIFU is buying Nova Lumina with shares and cash, concentrating ownership but limiting voting power.

AIFU Inc. agreed on December 12, 2025 to acquire 100% of Nova Lumina Limited from YS Management Company Limited and Ethereal Group Ltd. The consideration consists of 102,578,839 Class A ordinary shares and a US$22.0 million cash payment, based on a purchase price of US$1.0 per share. YS Management is slated to receive 96,526,648 shares, Ethereal 6,052,191 shares, and YS Management’s shares will be locked up for five years after closing.

The structure interacts with AIFU’s dual-class shares. After issuing 5,000,000 new Class B ordinary shares around December 22, 2025 and completing the deal expected in January 2026, YS Management is expected to hold about 78.2% of total issued and outstanding shares but only 11.2% of total voting power. Ethereal is expected to hold about 4.9% of shares and 0.7% of voting power, indicating that voting rights remain concentrated elsewhere despite a large economic stake.

Nova’s principal assets are about 4,000 metric tons of tea inventory, including 2,130 metric tons of dark tea raw materials and 1,870 metric tons of finished dark brick tea products. AIFU states this inventory is intended to position it in the high-growth health and wellness consumer sector and provide a tangible asset base with long-term value potential. The amended report clarifies the narrative order of paragraphs but does not change these substantive terms.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO.1

TO

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2025

Commission File Number: 001-33768

AIFU INC.

Room 01, Building 10,
Jinzhong Guobin Hui Qinyuan 2nd Road
Lihu Community, Xili Street
Shenzhen, 518055
People’s Republic of China
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒      Form 40-F ☐

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) to the current report on Form 6-K originally furnished to the U.S. Securities and Exchange Commission (the “SEC”) on December 12, 2025 (the “Original Report”) is being filed solely to correct a non-material clerical error in the body text of the Original Report.

The error involved a misplacement and duplication of text paragraphs within the “Entry into a Transaction Agreement” section, which disrupted the logical narrative flow. This Amendment presents the corrected and intended paragraph order.

This Amendment supersedes and replaces the Original Report in its entirety. Except for the correction of the paragraph order and removal of the duplicated text, no other changes of any kind have been made to the substantive content or exhibit of the Original Report. The information contained herein is presented as of the original filing date of December 12, 2025.

The corrected and complete text is as follows:

Entry into a Transaction Agreement

On December 12, 2025, AIFU Inc. (NASDAQ: AIFU) (“AIFU” or the “Company”) entered into a transaction agreement (the “Agreement”) with Nova Lumina Limited (“Nova”), and its existing shareholders, YS Management Company Limited (“YSM”) and Ethereal Group Ltd (“Ethereal”) (collectively the “Sellers”).

Pursuant to the Agreement, the Company will acquire 100% of the equity interest of Nova from the Sellers. The total consideration consists of 102,578,839 Class A ordinary shares of the Company (the “Consideration Shares”) and a cash payment of US$22.0 million, based on a purchase price of US$1.0 per share of the Company (the “Transaction”). 96,526,648 Class A ordinary shares and 6,052,191 Class A ordinary shares will be issued to YSM and Ethereal, respectively, with an additional cash payment of US$22.0 million payable to Ethereal. The Consideration Shares issued to YSM will be subject to a lock-up period of five years from the closing date.

The Transaction, which was approved by the board of directors of the Company, is expected to close in January 2026, subject to customary closing conditions. The Company is expected to complete a new share issuance of 5,000,000 Class B ordinary shares on or around December 22, 2025. Following (i) the completion of such Class B ordinary share issuance and (ii) the Closing of the Transaction, YSM will hold approximately 78.2% of the total issued and outstanding shares, representing approximately 11.2% of the total voting power of the Company, and Ethereal will hold approximately 4.9% of the total issued and outstanding shares, representing approximately 0.7% of the total voting power of the Company.

Nova’s principal assets include a premium inventory of approximately 4,000 metric tons of tea, comprising 2,130 metric tons of dark tea raw materials and 1,870 metric tons of finished dark brick tea products. This acquisition strategically positions the Company within the high-growth health and wellness consumer sector by adding a tangible, appreciating asset base with long-term value potential.

The Transaction Agreement is incorporated by reference to Exhibit 10.1 of the Original Report. The foregoing is only a brief description of the material terms of the Transaction Agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.

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EXHIBIT INDEX

Exhibit Number		Desciption
10.1		Form of Transaction Agreement made between AIFU Inc. and YS Management Company Limited and Ethereal Group Ltd dated December 12, 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 6-K originally filed on December 12, 2025 (the “Original Report”).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AIFU Inc.
	By:	/s/ Mingxiu Luan
	Name:	Mingxiu Luan
	Title:	Chief Executive Officer

Date: December 15, 2025

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FAQ

What transaction did AIFU Inc (AIFU) describe in its amended report?

AIFU Inc. described an agreement dated December 12, 2025 to acquire 100% of the equity interest in Nova Lumina Limited from YS Management Company Limited and Ethereal Group Ltd.

How is the Nova Lumina acquisition by AIFU structured in terms of consideration?

The total consideration consists of 102,578,839 Class A ordinary shares of AIFU and a US$22.0 million cash payment, based on a purchase price of US$1.0 per share. YS Management is to receive 96,526,648 shares, and Ethereal Group Ltd 6,052,191 shares plus the cash payment.

When is the AIFU–Nova Lumina transaction expected to close?

The transaction, which has been approved by AIFU’s board of directors, is expected to close in January 2026, subject to customary closing conditions.

How will AIFU’s ownership structure change after the Nova Lumina acquisition?

Following the planned issuance of 5,000,000 Class B ordinary shares and the closing of the transaction, YS Management Company Limited is expected to hold approximately 78.2% of AIFU’s total issued and outstanding shares and about 11.2% of total voting power. Ethereal Group Ltd is expected to hold approximately 4.9% of shares and about 0.7% of voting power.

What assets does Nova Lumina contribute to AIFU in this deal?

Nova Lumina’s principal assets are a premium tea inventory of about 4,000 metric tons, including 2,130 metric tons of dark tea raw materials and 1,870 metric tons of finished dark brick tea products. AIFU states this is intended to position it within the high-growth health and wellness consumer sector.

Why did AIFU file an amendment to its December 2025 report?

The amendment was filed solely to correct a non-material clerical error involving misplacement and duplication of paragraphs in the “Entry into a Transaction Agreement” section. It presents the corrected paragraph order and does not change the substantive terms or exhibits of the original report.